EXHIBIT
      4.3

    Series
      B
      Senior Subordinated Note N-[_]

    Original
      Principal Amount: $[________]

    Holder:
      [NOTE
      HOLDER]

    Date
      of
      Issuance: August 1, 2008

     

    THIS
      NOTE WAS ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED,
      PLEDGED OR OTHERWISE TRANSFERRED (I) IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE ACT COVERING THE TRANSFER OR PURSUANT TO AN
      EXEMPTION FROM REGISTRATION AND (II) EXCEPT IN COMPLIANCE WITH SECTION 9.1
      OF THAT CERTAIN AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (THE “NOTE PURCHASE
      AGREEMENT”) DATED AS OF AUGUST 1, 2008, AMONG THE ISSUER, THE NOTE PURCHASERS
      (AS DEFINED THEREIN) AND THE GUARANTORS PARTY THERETO.

    


    THE
      LIENS SECURING THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT ARE SUBORDINATED
      TO
      THE LIENS SECURING THE SENIOR NOTES (AS DEFINED IN THE NOTE PURCHASE
      AGREEMENT).

    


    THIS
      NOTE BEARS ORIGINAL ISSUE DISCOUNT. UPON WRITTEN REQUEST TO ENCOMPASS GROUP
      AFFILIATES, INC., C/O H.I.G. CAPITAL L.L.C., 855 BOYLSTON STREET, 11TH FLOOR,
      BOSTON, MA 02116, ATTENTION: JOHN BLACK, INFORMATION REGARDING THE ISSUE PRICE,
      AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY WILL BE
      MADE
      AVAILABLE.

    


    ENCOMPASS
      GROUP AFFILIATES, INC.

     

    SERIES
      B
      SENIOR SUBORDINATED NOTE 

    DUE
      2013

     

    N-[_]

    Original
      Principal Amount: $[_____________]

     

    Issue
      Date: August 1, 2008

     

    FOR
      VALUE
      RECEIVED, the undersigned, Encompass Group Affiliates, Inc., a Delaware
      corporation (“Borrower”),
      HEREBY PROMISES TO PAY [NOTE
      HOLDER]
      or its
      assigns (the “Holder”),
      the
      Adjusted Principal Amount (defined below) of this Note on or before August
      17,
      2013 (the “Maturity
      Date”)
      or
      such earlier date as it may be due and payable in accordance with the Note
      Purchase Agreement, plus interest on the Adjusted Principal Amount outstanding
      from time to time at the interest rate specified in the Note Purchase Agreement
      and, to the extent required under the Note Purchase Agreement, the Applicable
      Premium (as defined in the Note Purchase Agreement), Refinancing Premium and
      any
      other premium thereon.

     

    This
      Note
      (i) is one of a series of Senior Subordinated Notes (herein called the
“Notes”)
      issued
      pursuant to the Note Purchase Agreement, (ii) is entitled to the benefits and
      subject to the terms set forth in the Note Purchase Agreement, and (iii)
      constitutes a Note
      Obligation under the Note Purchase Agreement. Capitalized terms used but not
      defined herein have the meanings provided in the Note Purchase Agreement.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Series
      B
      Senior Subordinated Note N-[_]

    Original
      Principal Amount: $[________]

    Holder:
      [NOTE
      HOLDER]

    Date
      of
      Issuance: August 1, 2008

     

    The
      Adjusted Principal Amount of this Note is equal to the sum of (x) ONE MILLION
      THREE HUNDRED SEVENTY-THREE THOUSAND NINE HUNDRED FOUR DOLLARS and EIGHTEEN
      CENTS ($1,373,904.18),
      plus
      (y) any PIK Interest
      (as defined in the definition of Applicable Rate in the Note Purchase
      Agreement),
      in
      accordance with the Note Purchase Agreement, minus (z) any prior principal
      amounts paid with respect to this Note (but excluding any Applicable Premium,
      Refinancing Premium or other premium paid with respect to any such
      prepayment).

     

    Interest
      shall be payable on the interest payment dates specified in the Note Purchase
      Agreement, and shall further be due and payable on any partial or complete
      repayment of this Note, on any portion of the Adjusted Principal Amount so
      prepaid, on the Maturity Date (and after the Maturity Date, to the extent not
      paid, on demand) and upon any acceleration of the amounts due hereunder. All
      computations of interest hereunder shall be made on the actual number of days
      elapsed over a year of 360 days.

     

    In
      case
      an Event of Default shall occur and be continuing, the entire principal of
      this
      Note may become or be declared due and payable in the manner and with the effect
      provided in the Note Purchase Agreement.

     

    Interest
      on this Note shall accrue on the Adjusted Principal
      Amount
      of this Note in the manner and at the rate or rates per annum determined
      pursuant to the terms of the Note Purchase Agreement. Payments of principal
      and
      interest on this Note are to be made in lawful money of the United States of
      America in immediately available funds at the times and in the manner described
      in the Note Purchase Agreement.

     

    All
      payments made on account of principal hereof, and any adjustments to the
      Adjusted Principal Amount, shall be recorded by the Holder and, prior to any
      transfer hereof, endorsed on the grid attached hereto which is part of this
      Note, provided, however, that the failure of the Holder hereof to make such
      a
      notation or any error in such a notation shall not in any manner affect the
      obligations of the Borrower to make payments of principal, interest or any
      other
      amounts with respect to this Note and the Note Purchase Agreement.

     

    The
      Borrower shall, upon surrender of a Note that is paid or prepaid in part,
      promptly execute and deliver to the Holder a new Note equal in principal
amount
      to the
      unpaid portion of the Note surrendered.

     

    The
      Borrower hereby acknowledges and makes this Note a registered obligation for
      U.S. federal tax purposes. The Borrower shall be the registrar for this Note
      (the “Registrar”)
      with
      full power of substitution. In the event the Registrar becomes unable
or
      unwilling to act as registrar under this Note, the Borrower shall designate
      a
      successor Registrar reasonably acceptable to the Required
      Purchasers.


    


    This
      Note
shall
      be
      governed by, and shall be construed and enforced in accordance with, the laws
      of
      the State of New York.

     

    The
      Borrower hereby waives presentment, demand,
      notice,
      protest and all other demands and notices in connection with the delivery,
      acceptance, performance and enforcement of this Note, except as specifically
      otherwise provided in the Note Purchase Agreement.

     

    [The
      remainder of this page intentionally has been left blank.]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      Series
        B
        Senior Subordinated Note N-[_]

      Original
        Principal Amount: $[________]

      Holder:
        [NOTE
        HOLDER]

      Date
        of
        Issuance: August 1, 2008

    

    


    IN
      WITNESS WHEREOF,
      the
      Borrower has caused this
      Note to
      be executed and delivered by its duly authorized officer, on the date first
      above mentioned.

    

      
        	 	
                Encompass
                  Group Affiliates, Inc.

              
	 	 	 
	 	
                By:

              	
                 

              
	 	 	
                Name:

              
	 	 	
                Title:

              


      

    

     

    
      Signature
        Page to Note


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Series
      B
      Senior Subordinated Note N-[_]

    Original
      Principal Amount: $[________]

    Holder:
      [NOTE
      HOLDER]

    Date
      of
      Issuance: August 1, 2008

     

    PRINCIPAL
      AMOUNT OF NOTE AND PAYMENTS OF PRINCIPAL

      
        

      

    

    
      	
              Date

            	 	
              Original

              Principal

              Amount of Note

            	 	
              Amount
                of

              Principal Repaid

            	 	
              Notation

              Made By